Anathema
by Morrigayn DeWyvern
Summary: Hard M, Non-Con, triggers and major squick. Spoilers for "Crossfire." Read author's notes for a complete warning. Knock Out finds out what happened to Breakdown.
1. Chapter 1

_A/N: Hard M, Non-Con, triggers and major squick. Spoilers for "Crossfire." I have found that nightmares often exist in the animal kingdom especially amongst spiders and their kin. Airachnid's more extreme actions in this story are based wholly in documented fact of the behavior of spiders and their kin. _

_Set in _Black Widow_ 'verse, but not part of the story. In my head, it is after events portrayed in _Black Widow_. For Breakdown and/or Knock Out lovers, this is all horror. There is no comfort or happy ending. No out of cannon character death. This is just my spin on what is going on while the 'Bots are dealing with Nemesis Prime. Two shot only._

_Disclaimer: I don't own Transformers: Prime. Hasbro does. I am not making money off of my writing. All characters belong to Transformers. _

_Knock Out x Airachnid_

_Mentions of Breakdown X Airachnid_

**Anathema**

(Anathema: set apart; banished or excommunicated; denounced or accursed)

Knock Out tore along the winding highway meandering up into the foothills of the Ruby Mountain Range at speeds that were dangerous for Cybertronians. Knock Out had no optics for the beautiful flora and neither fauna of the region nor the silvery, dusky hues of red, purple and orange of the setting sun. Neither did he have optics nor scanners for any Autobot or Decepticon presences. His processor was totally focused on the internal struggle and pain with the barest of notice to his surroundings.

Breakdown was dead. Breakdown…partner…assistant...friend…brother….gone. He had been offlined by Airachnid. Breakdown had been picked by Megatron to assist Dreadwing in disposing of the traitorous spider bitch. Knock Out had his suspicions when Breakdown had come to their quarters with lightness in his step and began to prepare to go on an "energon scouting mission." Of course, he told Knock Out the truth of it with a toothy grin and deep chuckles.

Knock Out strongly suspected that Megatron was killing two birds with one stone as humans say. Breakdown was not in Megatron's good graces and had not been since the incident with MECH that left Breakdown missing one optic. If he did well, Megatron would reward Breakdown with a small nod of grace. If he offlined, Megatron would gloat over getting rid of a waste of energon and space. Megatron knew Breakdown's processor wasn't the fastest, and he was easily distracted and manipulated by the spider femme.

Knock Out tried to caution Breakdown, "Be careful, Breakdown. Let Dreadwing do the dirty work…"

Breakdown cut Knock Out with a snarl, "The frag you say. This is my chance to prove my worth to Lord Megatron. Dreadwing can kiss my aft. If I get the chance, I am taking it." Breakdown slammed his fists together inches from Knock Out's face plates. Knock Out winced but said nothing more to Breakdown.

Now, he could say nothing ever again. Megatron hadn't the bearings to come and tell Knock Out about Breakdown, and instead sent his new lieutenant in to deliver the news. Knock Out was in the medbay organizing and restocking supplies when Dreadwing silently entered the door and stood. Knock Out didn't even bother to look up at the Seeker.

"He's dead." Knock Out said with grim finality.

Dreadwing ventilated deeply and nodded. He walked slowly over to the vain medic and raised his left hand to put it on the shoulder of Knock Out to offer some comfort.

"If you want your hand to stay at the end of your arm, I suggest you keep it to yourself." Knock Out growled over his shoulder.

Dreadwing halted his hand in midair and slowly lowered it back to his side and clenched it in a fist.

"Airachnid was cannier that we thought…" Dreadwing tried to explain.

Knock Out turned to face the large seeker with a maniacal glint in his optics. Knock Out began to laugh hysterically, "Lord Megatron never underestimated her…ever. Why do you think he sent you out to dispose of her? Do you really think he was being generous? You are a fool, and Breakdown paid the price."

Knock Out turned his back again to Dreadwing. Knock Out stood ramrod straight with tremors going through his frame as he stared at the wall of the medbay.

Dreadwing chose to ignore the insult to his lord and himself and tried to continue, "She manipulated Breakdown into attacking. As he attacked her, she webbed me to a tree. Breakdown chased her. I…I didn't see what had happened…only heard his screams. When I was able to free myself, I looked for Breakdown. I found the spot of battle and some fragments, but his remains were missing…"

Knock Out moved so quickly that Dreadwing had no time to prepare. Knock Out unsheathed his electric prod, turned and slammed the thing deep into the Seeker's armor. Dreadwing screamed and arched his back struts as bolts of energy jumped over and through his protoform frying circuits and melting derma plating. Dreadwing dropped in a twitching, hissing heap. Knock Out just looked at Dreadwing for a long moment before turning to walk out of the medbay. It was Soundwave that found Dreadwing at Megatron's behest when he did not respond to a comm.

Megatron had been furious at the news of Knock Out attacking his newly promoted officer. It was Dreadwing who pleaded for leniency. He too understood grief and anger. Megatron relented only after Dreadwing assured him that he would not tolerate any other acts of revenge or defiance on Knock Out's part.

Knock Out had stomped out of medbay, but didn't get very far. He was at a loss of where to go. He didn't want to go to his quarters. Too many memories were there. He stood in the hallway with indecision for a breem before deciding to Ground Bridge out to the desert and drive. The Vehicons manning the bridge were reluctant to let him out without Megatron's orders, but relented after he prodded two of them into submission. He winked out of the Nemesis onto the old, derelict highway that meandered into the mountains. Knock Out quickly transformed into his vehicle mode and tore off down the highway. He didn't notice the dings to his wax and paint from neither the loose gravel nor the grinding of the asphalt into his transmission and other parts as he hit potholes at ungodly speeds.

Knock Out knew that most of the Decepticons and a few of the Autobots suspected that he and Breakdown were lovers, and that Breakdown pounded him into the berth nightly. The truth was much more mundane. Breakdown was like a younger, dimwitted brother that protected his brainy older brother with blind loyalty and hot tempered brawn. Knock Out had never desired Breakdown. He preferred mechs that were sleek, well made grounder mechs…like Optimus Prime.

Breakdown was peculiar in that he preferred only femmes which were few before the war and even rarer since the war escalated and Cybertron had been abandoned. Femmes did nothing for Knock Out and never had…they lacked something that could get his cogs spinning. Breakdown had been fascinated with Airachnid and watched her every move. Knock Out had even heard Breakdown whisper the spider bitch's name in recharge. For all that Breakdown was fascinated with Airachnid; he harbored no illusions about her. Typical of Breakdown, he had overestimated his own strength and ability to deal with the agile, Pit spawned femme and had paid the final price.

Knock Out growled to himself and the memories. He pushed his engine into the red zone climbing steadily into the mountains. The road was narrow with only two lanes and had no guide rails. The shoulder dropped off precipitously into a valley thickly overgrown with Scotch Thistles shooting ten feet high full of thorns with blue sage crawling up the walls. Knock Out went flying around a blind curve and noticed too late that the road abruptly ended at a wall of boulders and debris. Spring thaw had furthered the fissures in the rock of the mountain range causing a collapse.

Knock Out tried to transform and was halfway through the sequence when he barreled headlong into the mound of rocks. Metal screamed as it yielded to the impenetrable rock. Knock Out grunted in pain as he ricocheted off the rocks and went sailing over the shoulder down into the morass of thistle and sage hitting the ground hard causing further damage to his frame. He lost awareness as systems shut down to try to reboot in a coherent pattern.

Knock Out gasped in pain and tried to transform when he became aware again. Too many cogs and struts were warped. He also sensed that transformation cables were snapped. He was stuck mid sequence with portions of himself in root mode and portions distorted and frozen mid transformation between vehicle and root mode. He felt sick when he tried to force the sequence. He didn't try that again.

"Well, frag." Knock Out growled to himself noticing his voice coder was frizzing. He sounded terrible and probably looked worse.

Knock Out knew he was going to need assistance and opened his Decepticon emergency signal. He would even have welcomed an Autobot convoy at this moment.

Before too long, Knock Out heard a metallic buzzing and hoped that help was on the way. He couldn't look above to see who was circling and descending. His faceplates were ground into the sandy gravel and roots of the thistles and sage. He heard the sounds of transformation and felt vibrations as something heavy landed. Maybe it was Dreadwing, Knock Out thought. He didn't like the Seeker, but he would be grateful for any help. He felt clawed digits rasp against his frame and explore the wounds and crevasses in Knock Out's frame.

"You going to stand there and look or are you going to take me home?" Knock out spat in pain and anger. He supposed it was a stupid Vehicon drone that had been sent out to retrieve him.

He felt himself being turned over and came optics to optics with an Insecticon in root mode. Knock Out froze for a moment and began to scream in horror at becoming the thing's lunch. The Insecticon made chirring sounds and ground its large mandibles together seemingly thinking about what to do with this unexpected development.

Without warning the Insecticon bit deeply into Knock Out's protoform injecting paralyzing venom. Knock Out's scream abruptly ended as the venom froze his protoform. While in pain and unable to move, Knock Out's processor was aware. He felt like his spark would give out as the large beast transformed back into its drone mode and gathered the broken medic in its limbs and took to flight.

Knock Out wondered where this abomination was taking him. It made a slow circular ascent up the mountain. The temperature dropped as night fell and the drone flew higher. Knock Out was beginning to suffer from the cold as well as injuries and envenomation when the thing landed on a cliff. Knock Out was tossed to the ground and his optics flared white in pain. The Insecticon quickly transformed into its root mode and began to drag Knock Out toward a hole in side of the cliff.

Knock Out hit the walls and bounced off of boulders. Grit and gravel ground deep into his frame and caused a maddening itch. The Insecticon pulled him along for joors. Knock Out realized they were slowly descending into the bowels of the mountains as the temperature warmed. He could hear underground rivers gurgling in the dark. He could not see a thing in the opaque darkness. His optic filters were offlined from the crash and he could not filter to other frequencies of the electromagnetic spectrum. The Insecticon continued its slow lumber into the Pit.

Knock Out was lulled into a semi consciousness. Time and space lost all meaning as he floated between awareness and darkness. He became aware of a dim light slowly becoming brighter as the creature approached a large crack and entered.

Knock Out was tossed in the air and landed in a heap on the smooth floor in the center of a large space. He stared at the ceiling of an underground cathedral. He realized the place was crawling with Insecticons. There was a hive of the beasts on Earth. He could hear murmurs, buzzing and scuttling.

He belatedly noticed a dark shadow delicately dancing along the ceiling. With growing horror, he watched the thing descend on a strand. As it came closer, he could see the many legs quivering with delight. His optics widened fractionally as the effects of the venom were beginning to wear off.

Airachnid came down right on top of him. He could see the purple and blue pattern of her protoform on her abdomen and the mucous border where her Cybertronian form sprung from the spider mode. Knock Out could see the shiny lubricant at the joints of her many legs as they splayed from her cephalothorax, and the wicked barbs on them near delicate peds. He could see Airachnid's spinnerets twitching at the end of her abdomen with strands of web sticking out. Knock Out wanted to purge.

Knock Out began to hyperventilate as Airachnid turned her faceplates down to look at him. She smiled at him as she reached down to caress his face plates with her hands.

"Isn't a bit early for social calls, Knock Out?" she said as she licked at the energon on his faceplates. "I would think you would still be mourning the unexpected passing of Muscles."

Knock Out could not respond due to the venom. He mustered all the hate he could in his optics. She saw his murderous glare and chuckled. "I suppose I can make you comfortable and have you for dinner."

She waved one of her spider legs and a drone immediately removed itself from its cell on the wall.

"Take him away until the venom wears off." Airachnid turned away dismissively and retreated into another part of the hive. Knock Out found himself being hoisted up the side of the hive and entombed in an octagonal cell that looked to have housed eggs of the Insecticons.

Knock Out realized that his emergency signal had not been destroyed. It continued to pulse a silent beacon. He only hoped that the hive was not jamming the signal by the depth of it, its mineral composition or by the mechanizations of Airachnid. There was nothing he could do but wait and pray to Primus.


	2. Chapter 2

_A/N: Thanatos and Somnus are Roman names of the twin gods Death and Sleep respectively. This is going to be a three shot. I didn't plan it out that way, but I tend to get long in the quill especially when there is good suffering to be had. The Insecticon hive is being based off of hive formation and hierarchy of bees, termites and ants._

Airachnid busied herself in the new hatchery section of the hive. She gently cleaned and turned Insecticon eggs as she hummed to herself. It had been the providence of Unicron that had brought her to this hive. The queen was out of stasis and producing drone, warrior and worker eggs. Soon there would be hatchlings. Most of the older drones and warriors were coming out of stasis and would be sent out to do recon and fight. Airachnid would need to start looking for energon deposits and veins to support her hive. The queen had readily accepted Airachnid as did the initial drone. She was undisputed emperor here.

It had been a fortuitous accident that a worker sent out on reconnaissance found that vain medic suffering so deliciously. The worker had taken him back to Airachnid as she was the final word on all hive matters. Airachnid was overcome with joy at the sight of a twisted, broken Knock Out being tossed onto the floor of her hive. His suffering would be like a concerto in the halls of the hive.

As if on cue, Airachnid heard the echoing shrieks of Knock Out as the paralyzing venom wore off. She gently caressed the last egg and placed a tender kiss on its smooth, metallic shell. "Soon my little beauty, we shall overcome."

Airachnid rose from the eggs and climbed the wall delicately making her way to Knock Out's tomb in the old hatchery that was now a home to the warriors. She pulled the sticky cap off of the cell and peeped inside to find a writhing Knock Out sobbing and screaming in pain.

As the paralyzing venom wore off, neural circuits would misfire causing spasms in cables, lines and protoform. It was a painful, throbbing process under the best of circumstances and excruciating with injuries and partially transformed as Knock Out was.

"You sing so lovely, Knock Out. Still, you look terrible…like a squashed turtle…let's see if I can make a mech of you. I do know you love to look your best for the mechs and femmes."

Airachnid quickly transformed into her bi-pedal mode and entered the cell. She rolled Knock Out onto his broken and bent roof and began to force the rest of the transformation sequence. Transformation cables were snapped and hydraulic lines ruptured as she worked. Joints were dislocated and warped armor was torn off if it got in the way. Knock Out's vocalizations became shrill and jagged barely on the edge of human hearing. To sensitive audios of Insecticons and Airachnid, it was a cacophony of the damned.

"Primus damn you…just kill me." Knock Out begged as the agony of the venom and Airachnid shattered his resolve.

"I won't kill you, Knock Out. Death is a blessed release that you have not earned." Airachnid whispered into his audios.

Airachnid continued with her ministrations until a mech twitched at her peds. Knock Out's ventilations came in ragged gasps. The pain had reached a crescendo as she forcefully pushed joints back into alignment and pinched off the ruptured lines or spat webbing to close tears. His frame and protoform now were slowly ebbing into nauseous throbbing aches. Processed energon, coolant and hydraulic fluids seeped into a viscous puddle that slowly trickled away from Knock Out.

"Isn't that better, Knock Out? I doubt you will be in any shape to drive, but you can always dance with me. I am enjoying your unannounced visit. I do hope you enjoy my hospitality." Airachnid removed a small cube of energon from her storage and dropped it in front of Knock Out's faceplates and turned to leave the cell.

"My children need my attention, Knock Out. I do hope you understand. Drink up, sweet spark. We'll dance later." Airachnid resealed the cell with sticky mucosa and webbing and dropped to the floor to attend to the returning worker Insecticons and give commands to warriors for an upcoming energon raid.

Knock Out slowly eased a trembling hand out to grasp the small cube of energon. Each movement was white hot agony, but his body desperately needed what fuel it could get to auto-repair. He knew there were two large cubes of medical grade energon in is storage as well as a proper medical kit, but the idea of trying to open any part of his mangled frame set him shivering. He knew he was marginally better off in root mode instead of stuck in between modes. He slowly moved into a semi sitting position leaning against a wall. Each slow, stiff, mechanical movement sent uncontrollable groans and sobs from Knock Out. Knock Out could not remember if he had ever been in so much agony. Even his electric prod didn't hurt like this. He held the energon cube with two hands to try to quell the shaking in his arms and slowly sipped the life giving elixir.

Knock Out felt the warmth of the energon slowly enter his fuel tank. It twisted and growled in hunger, but he knew he had to take it slow or purge. Knock Out slowly finished the cube as joors passed. Medical messages began to pop up on his HUD letting him know that nanites had been released and at what percentage of repair his frame was at.

Finally Knock Out gathered his courage and manually opened his storage. It hurt much less than he expected. He slowly removed the medkit and the energon cubes, praising Primus that the cubes had not been broken in the crash or with Airachnid rearranging him. He closed his storage and sat still for some time. He was exhausted and desperately needed to recharge or go into stasis. Stasis was the best state to optimally heal, but it was too dangerous.

Knock Out's tremors slowed as the small cube of energon was processed. When he felt he had the strength, he opened the medkit and pulled out an IV tube, and rigged a cube of medical grade energon into a makeshift IV into his left venous port. While his injuries were excruciating, they were not life threatening. Airachnid had done a decent job of stopping the flow from ruptured lines and tears as well as realigning dislocated joints and transformation seams…even if her methods left much to be desired.

He could not transform, but he hadn't been able to do that before Airachnid. The transformation cables and cogs were too mangled and damaged for self repair. Knock Out would have to refurbish them or completely replace them if he returned to the Nemesis.

Knock Out knew he could move if he had to. Stand and maybe even hobble in a broken run, but what he really needed was time to rest and let the medical grade energon thick with minerals and ores and his nanites repair the damage. He took bandages and adhesive gel and properly cleaned and sealed off what wounds he could reach. He also tried to remove some of the grit and other detritus from his frame and protoform.

Knock Out opened the second cube of medical grade energon and slowly sipped it as he watched his body greedily take in the other cube from the IV. He noticed that all tremors in his hands and frame had ceased. His HUD was letting him know his body was going to shut down into recharge. He removed the IV from his venous port. He put the supplies back in the medkit and put the kit and the empty cubes back in his storage. Knock Out made himself as comfortable as his mangled frame could be on a cold, hard, stone floor. His last thoughts as his body shut down were on how to get out of here and whether anyone from the Nemesis was looking for him.

Knock Out woke Earth days later of his own volition. His optics blearily onlined. He could see messages on his HUD showing errors in his systems as well as remaining injuries. He hissed and tried to hold in yelps and screams as he slowly rebooted and sat up. He could hear gears and joints grinding from being warped or full of dirt; and cables and wires popping in stiffness as he slowly stood. He was ventilating hard and suffering from vertigo as he leaned against the wall.

Knock Out noticed he was still encapsulated in the cell, but he did notice a small stack of energon cubes with playful Cybertronian glyphs etched in them by Airachnid telling him that he was a wonderful house guest and she would be looking in on him later. Knock Out cursed to himself and made slow progress to the cubes. He moved with an arthritic shamble as he knelt down to grab an energon cube. He drank the cubes one after the other until there were none left.

Knock Out scanned himself and found that he had lost his electric prod probably in the accident. As it were, he could not transform his limbs to get at his medical blades, drills or welder. He was going to have to try to escape or fight with Airachnid with no weapons of any kind. Knock Out knew even on his best days he could not win against Airachnid hand to hand…and he definitely was nowhere near his best. Still, Knock Out would be damned to the Pit with Unicron for all eternity before allowing that spider bitch to offline him without a fight. Whatever she wanted, she'd have to take. There would be no giving from Knock Out.

Knock Out did notice that the self repair has closed all of the ruptured lines and tears. He was low on fluids which accounted somewhat for the sclerotic ambulation as well as the pain. He hoped that his self repair nanites would divert energon into coolant and hydraulic fluid production as his major systems were as healed as they were going to get. His silent emergency signal was still sending out pings. Knock Out ventilated deeply. It seemed his lord and comrades could not find him nor could the Autobots. He got himself into this situation; he would have to try to get himself out.

Knock Out made his way to the cap on the cell. It was thick and gummy with Insecticon mucous and webbing from Airachnid. He could get easily entangled in the goop, but it had tensile strength and did not give under pressure. He did not have the strength to push through it nor weapons to cut his way out. He snarled and hobbled deeper into the cell looking for any cracks or fissures. Nothing.

Those Primus damned Insecticons had fashioned a perfect hive out of the living rock of the Earth. The fact that they were here really bothered Knock Out. How had they arrived here? Who had sent them? Megatron seemed as surprised as the rest of them about the warrior Insecticon that had almost taken the spark of the gladiator.

Knock Out slowly slid down the wall. He retrieved his medkit and began to do what repairs he could to his frame. He had nothing else to do. Soon his thoughts began to wander back to Breakdown. He missed the big brute. For all that he was big; he was gentle as a medical assistant. Vehicon drones preferred to go see Breakdown over Knock Out. Breakdown had been so loyal to Knock Out. He always had his back. He had been loyal to Lord Megatron and the cause, too. Megatron had never appreciated Breakdown. All he saw was a living wrecking ball with a bogged down processor. Knock Out quietly keened in grief and rocked. His only friend…only brother…was gone. The reality of it was hitting his spark. Grief overcoming the anger.

Knock Out could hear scuttling, buzzing and scraping outside of his cell. He quickly shook off his grief. It wasn't the time or place for it. He watched in disgusted awe as the cap to his cell was slowly dissolved and fell away in tacky strings. He could see the huge thorax of a worker Insecticon at the entrance. As soon as the cap was removed it threw itself into the air and buzzed away. A moment later, the spider crawled in along the ceiling sending Knock Out painfully scooting to a corner. She dropped without preamble on to the stone.

"My, my…you do look better. My accommodations and tender ministrations must have agreed with you." Airachnid said with a psychotic smile.

"Frag off, Airachnid." Knock Out growled at her.

"Is that an invitation?" Airachnid purred at the medic as she closed the distance and began to caress his chest plates.

Knock Out shuddered in revulsion and sneered at her. "I wouldn't frag you even if I was up my cups in high grade. There isn't enough high grade to make you look good, you deformed monstrosity."

Airachnid's faceplates froze and she stiffened as if she had been run through with an energon blade. It took a moment for her to process. She then quickly wrapped her spider legs around Knock Out and yanked him close.

"Oh…my dear…you don't know what you are missing…Breakdown wanted me…" Airachnid spat between clenched fangs.

Knock Out snorted, "There was no accounting for taste with Breakdown. Why he spent time watching your freakish visage, he could have been admiring my sleek, beautiful frame; I'll never really know. I could never really figure out what a mech ever saw in any femme much less a techno-organic anathema like you." Knock Out gave her his most malicious and condescending smile.

Airachnid began to tremble in rage. "Knock Out…were you jealous…there was enough of Breakdown to go around…especially after we played…should I show you?"

She threw him with all her considerable strength against the wall and spun webs to him. Knock Out screamed in pain as his injured and overextended joints and transformation seams could not begin to take the blunt force of the throw. He lost time as his processor had to reboot. When Knock Out came back to himself, he could see Airachnid pacing back and forth in the small cell. Foamy venom dripped from her fangs as she gnashed them together. Her legs twitched and trembled in rage. Knock Out could hear the Insecticons making uncertain sounds and movements as her rage was transmitted though the hive. Airachnid turned abruptly and face Knock Out.

"You insult me, Knock Out. I take you in unannounced and shower you with hospitality. I was going to offer you the unique pleasure of becoming intimately acquainted with me, but I now see my charms would have been wasted. Breakdown appreciated me…I think you should see how much he appreciated me…"

"Bring it on you bitch!" Knock Out snarled at her. He didn't care if he lived or died. He was not going to give her the satisfaction of begging.

Airachnid came close to him and abruptly spat acidic venom onto Knock Out's chest plates. He could feel the sting coalescing into a constant burn as the acid ate into the central seam of his plates. He clenched his dentals together and silently writhed against the wall. While it hurt, it was nothing of the white agony that had been the forced transformation. When the acid had weakened the seam, Airachnid slid her delicate spider's peds into the seams and pulled the plates apart revealing Knock Out's wildly pulsating spark fluxing in its spark chamber. Knock Out lost his ventilations as he was peeled open like an orange.

"My goodness, Knock Out, I see you are anticipating our walk down memory lane. Open up…" Airachnid caressed the clear crystal casing to Knock Out's spark chamber. Knock Out refused. He would not willingly submit to spark rape. What she wanted, she would have to take.

Airachnid smile at him beatifically, "I so hoped you would make this interesting. You never do fail, Knock Out."

Airachnid spat acidic venom on Knock Out's spark chamber. She leaned in close to Knock Out's audios and crooned, "It will take joors for the acid to dissolve the casing to your spark…it will hurt, Knock Out…it will hurt…what came before was a whisper…"

Knock Out had beads of processed energon coalescing on his brow as capillaries burst beneath his derma protoform from abrupt spike in energon pressure from the system reaction to the slow burn of the acidic venom on his spark chamber.

Airachnid abruptly stood. "Sing for me, Knock Out. Perhaps you'll earn your death without our stroll down memory lane if you sing well." Airachnid transformed into her spider form and crawled out of the cell without a glance back. She left the cell open so his shrieks, screams and pleas could be heard throughout the hive wherever she worked.

Knock Out's ventilations came in shallow gasps. He tried to keep from screaming, but as the acid slowly ate into the neural circuit rich spark chamber, he forgot why he should not scream. His screams rose steadily in decibels as the acid ate into his spark chamber. True to Airachnid's prediction, he did sing.

Screams, shrieks, wails and sobs were interspersed with curses on Airachnid, her ancestry and her progeny. He screamed begging Primus and Unicron to die. He cursed Breakdown for desiring the bitch spider and dying. He cursed the day he met Megatron and joined the Decepticons. With shrill sobs, he cursed his own Carrier and Sire for birthing him. Still the torture did not end. He watched in horrified fascination as the last of the crystal casing dissolved, and his spark flared and pulsed freely in its chamber sending out bolts of energy at the never ending affliction.

Knock Out has stripped his joints twisting in torment. Rivulets of energon has ran and clotted all over his protoform from burst veins and capillaries. His waste tanks and fuel tanks had purged leaving him covered in impure and loathsome corruption.

Knock Out hung limply against the cell wall blankly watching the flickering shadows cast by his fluxing spark. The damage to his spark chamber had caused a malfunction in his processor and his stasis and recharge protocols were glitched. He could not escape to the blessed realm of Somnus nor his twin Thanatos as his spark would not fail. How long he stared at the wall, he would never know. It could have been kliks or vorns.

Slowly, Knock Out became aware of scuttling. He never lifted his optics to see the accursed spider enter. Airachnid transformed into her bipedal form and smiled at Knock Out.

"I want you to know that the first batches of larvae have hatched. Your voice has inspired them. They grow at a good pace. Still…your lyrics were not very original and uninspired. I must say your voice is lovely, but overall your musical skills are lacking. I think you could take a lesson from Breakdown…shall we?"

Airachnid smoothly opened her chest plates revealing her depraved, loathsome spark. She embraced Knock Out with her spider limbs and ran her glossa along his jaw struts as chest plates brushed and their sparks merged. Knock Out jerked and convulsed as putrescent, tainted memories began to pour from Airachnid's maleficent spark.

"Oh, baby, is this your first time? I'll make it good for you, Knock Out…I promise." Airachnid said as she kissed Knock Out deeply.


	3. Chapter 3

_A/N: This chapter is hard M and extremely dark. The content is deeply disturbing, violent and gruesome. For the record, I loathe spiders. I logically know they serve a vital function in our ecosystems. However, for me, they irrationally represent primal fear. They are the embodiment of all things unknown, evil, depraved, perverse and violent. The entire chapter is from Airachnid's POV. Knock Out is along for the ride as part of spark rape. If you want a complete back story as to Airachnid's physical modifications then you need to read _Black Widow_. The details are long to set the stage and paint a picture in one's mind, but I think the "flashback" would have happened in the time frame indicated in _Crossfire.

Knock Out was inundated with the foul, perverse memories and spark energy of Airachnid as she pushed her spark into Knock Out's spark. Their sparks did not coalesce. The sparks fought and sent bolts of energy arching between the two Cybertronians and out into the cell.

As this was spark rape, there was no mutual sharing. It was a one way conduit and excruciating. Even as the pain reverb echoed back to Airachnid, she reveled in it as she was the source of the affliction upon herself and Knock Out.

Knock Out abruptly found himself seeing through Airachnid's processor and optics the events of the day that Breakdown died. Despite the agony of the spark rape and his injuries, Knock Out hardened his resolve. He had to know what had happened on that terrible day no matter the cost. Knock Out accepted Airachnid's violation and became one with her processor.

Airachnid was angered when she began to suspect the two buffoons that had been sent with her on the energon scouting mission were actually there to dispose of her. She was not angered that they wanted to kill her, but that Megatron was a coward and would not take her out personally instead sending out lackeys to do a job he traditionally reserved for himself. She then realized that she should take some measure of pride in the fact that the great gladiator was quaking in his peds at the idea of trying to offline a small, techno-organic, spider femme, and sent not one but two rather large mechs to deal with her.

A delicious mirth spread through Airachnid at that thought. She was delighted at having a chance to get acquainted with Dreadwing, but most importantly she would play with Breakdown. That walking destruction zone had bolts for a processor, and she knew the village idiot had a thing for her. Well, now he would get his chance to find out what he had been fantasizing about. Her processor raced with malice, ferocity and cunning to quickly formulate a plan to thwart Megatron's plan for her.

It had been all too easy to provoke rage in the Breakdown. Airachnid quickly removed Dreadwing from the equation as Breakdown was the current object of her maleficent attention. Breakdown blindly chased the femme ignoring commands from Dreadwing.

Predictably, Breakdown had attacked in a rage swinging his hammer to and fro trying to smash the small spider femme flat. Airachnid felt her energon rush as she taunted and teased him easily dodging his slow, ponderous movements.

"Muscles, you know sweet spark, if you wanted to dance all you had to do was ask. I'll give you a lesson." Airachnid taunted as she nimbly climbed a tree.

Breakdown roared at her and swung his hammer into the tree causing it to splinter into toothpicks. Airachnid easily maneuvered the anticipated action. As she sprung to the large pine tree's neighbor, she shot webs out and tangled Breakdown. Breakdown quickly lost his balance and found himself staring up at the many trees that seemed to meet in the sky. Breakdown cursed and struggled to break the bonds. Airachnid jumped from the pine and landed in her bipedal mode knelt down beside him.

Airachnid ran her hands across Breakdown's chest plates and along his neck cables as she leaned in to whisper in his audios, "You know, Breakdown, I have noticed you watching me watching you. Do you want me, baby? Did the spider have your glossa, and you were too shy? Perhaps, you couldn't _see _me wanting to play with you?" Airachnid snorted as Breakdown growled at her and tried head butting her.

Airachnid easily dodged Breakdown's feeble attack. "You certainly have my attention now, Muscles. I head a sinful rumor from the Vehicons that you only like femmes? Is that true?"

Breakdown struggled to free himself from her webs. "Kiss my aft, Airachnid!"

Airachnid smirked psychotically at Breakdown. "Oh, Muscles, I do want to kiss you." Airachnid leaned in and ran her glossa along Breakdown's jaw strut and into his neck cables and energon lines. Airachnid languidly lapped at the major energon line on his right side. Breakdown bucked and grunted.

"You like that, Muscles?" Airachnid growled into his energon line earning a shudder from Breakdown as she nipped the lines with her fangs. Without warning, she sunk her fangs into the line. Breakdown screamed in pain as Airachnid's fangs pierced deep. She injected paralyzing venom, but not a full dose. She didn't want to play with a corpse…not yet anyway. Pleasure ran up her spinal struts hearing the panicked screams and feeling the struggles from Breakdown became more sluggish, disjointed and uncoordinated.

"I do think we are ready to play now." Airachnid said as she ripped the webbing free from Breakdown. Breakdown could not attack her now, and Airachnid felt the thrill of anticipation run through her protoform causing her spider's legs to shiver in lust. Her techno-organic interfacing organs were beginning to arouse.

Breakdown made small gurgling sounds and his limbs moved weakly. Airachnid relished the bruiser in such a compromised position. Airachnid easily straddled his waist struts and spread her spider's legs to their fullest at her back as she arched her back and opened her interface panel.

"Isn't this what you wanted?" Airachnid smiled deviously as her spike extended erect and ready. Airachnid could see Breakdown's optic widen into horrified a dinner plate at the sight. His ventilations hitched, and he made small keening sounds at the sight.

Airachnid looked down at her spike. It was very large for a femme…as big as a mech of Knock Out or Bumblebee's size. Airachnid knew that wasn't what Breakdown was looking at though. When completely aroused, barbed spikes, serrated hooks, and vicious blades stood at wicked attention encircling the spike all the way from tip to base. The tip itself was a vicious point for puncturing protoforms. She was not at full arousal but quickly became so at Breakdown's horrified, high pitched screams at the sight. Slowly the spikes, hooks and blades lengthened by inches as hydraulic fluid fully pressurized the organ to weeping, painful hardness.

Airachnid slid her spider's legs along Breakdown's interface panel and gently inserted the tips into the seams. "Let's see what you carry under your hood, Muscles. Is your spike and valve as big as the rest of you?"

Breakdown growled at her and got a few vocalizations out. "More…than…you…bitch."

Airachnid laughed at Breakdown's struggle to speak as well as his words, "Sweet spark, you should know by now it isn't the size but the skill that matters most."

Airachnid tore the interface panel off of the large mech and threw it hard enough to embed in a tree trunk. Breakdown screamed and his ventilations came in high pitched whistles from the pain. Airachnid laughed at the sight of his spike still housed and the small, atrophied valve entrance. The sight caused her deeply scarred and mutilated valve to run with lubricant leaving trails of wetness gleaming in the dying light down here thighs. Her corrupted spike throbbed in anticipation. Beads of pre-transfluids began to trickle down and slide along the many barbs and spikes.

"It would seem that rumor was true, Breakdown. I'd say your valve hasn't ever seen any action. I bet the femmes you berthed were all sweet and submissive…open to your every whim? Hmm?" Airachnid arched an eye brow strut at him with a sweet diminutive smile on her lip plates. The effect was totally destroyed by the demented light that danced in her optics.

Breakdown shuttered his optic as he could not look away. He looked appalled at the visage her interface array presented.

"Well, Muscles, I am not a sweet, submissive femme. I am going to take you, big mech."

With those words she slid down his waits struts rubbing her scarred valve along his protoform. She settled between his legs and pushed them up over her shoulders leaving Breakdown completely exposed and helpless. She paused a moment looking at Breakdown's dry valve entrance. It was miniscule compared to his size. Eons of existence and absolutely no use had caused it to slowly tighten and atrophy. Humor shot through Airachnid's thoughts. He couldn't even take a digit without pain; this was going to be a shriekingly good time she thought.

Without preamble, Airachnid pushed forward penetrating Breakdown. Breakdown screeched shrilly at the invasion. She had to push hard to completely penetrate him. His valve cables contracted tightly, and it was already a tight fit. Airachnid could feel the walls of his valve splitting from the inability to take her and she could feel warm energon beginning to flow from the punctures and cuts from her spike embedding itself into his valve. Breakdown could not move very well from the venom, but his twitches, spasms and paroxysms as well as the continual high pitched shrieks heightened Airachnid's lust to a fever pitch. She felt the tip of her spike come against the closed cervical port of Breakdown's gestation chamber. With a moan of deep pleasure, she pulled completely free of Breakdown's valve shredding it. She then stabbed deeply piercing the gestation chamber on the next stroke. She felt Breakdown go rigid, his back struts arching slightly off of the ground. The shrieks stopped as his vocalize froze up as he was overcome with pain. His one optic burned white with harrowing torment as his spike suddenly sprang from its housing in complete tumescence and spurted great gouts of transfluids across Airachnid and himself.

"Oh, Muscles, you love me…you really love me." Airachnid laughed as she traced patterns in the tacky, silvery fluids coating her body.

Airachnid's biological instincts overcame her at the sight of Breakdown's turgid spike and release. Instinctually, she leaned in and sank her fangs deep into Breakdown's main energon line injecting acid and digestive enzymes. She continued to thrust deeply into Breakdown. His yelps gave way to gurgling as his protoform began to loosen as it was slowly dissolved from the inside. Energon lines and capillaries burst first inundating Breakdown's internal systems with acid and venom mixed in the flow of energon. Delicate circuitry and cabling melted quickly. Breakdown's one optic collapsed in upon itself the white light giving way to primordial darkness. The primal, skeletal struts and heavy cabling that made up musculature and support dissolved or distorted next. Finally, the hard crystal coating that protected Breakdown's processor and spark partially melted.

Airachnid began to drink deeply of the soup of energon, metals and mineral ores that was Breakdown. She swallowed Breakdown in greedy gulps reveling in the taste of the large mech. Still her spike was buried deeply into the slowly disintegrating form. When she felt the spark chamber rupture and Breakdown's spark extinguish, she overloaded into the quivering, deteriorating mass that was Breakdown. She continued to imbibe of the living elixir until she tasted her own transfluids mixed in the brew. She ingurgitated everything Breakdown had to give until he was desiccated.

She withdrew from Breakdown's neck and looked at the slag left behind. Breakdown's partially melted and distorted cranial case had dried flaking protoform derma peeling in patches. A dark cavity was that was left of his one good optic. Dentals were falling out and were lost in the pine needles on the forest floor. It broke from the fragile, collapsing neck struts and rolled to the side.

Airachnid pushed on the carrion's chest plates to a sitting position. The chest plates cracked open and fell uselessly to either side of the desiccated cadaver exposing a web of rib struts, spinal struts and various bent and burned gears and other putrid detritus that did not completely dissolve. The spark chamber was a congealed and corrupt mass.

Airachnid began to laugh as she moved to her knees and made to stand. The movements had caused Breakdown's arm and leg armor to slough off the skeletal struts. Finger struts were laying in loose patterns in the leaves and sand. Airachnid could see a caterpillar inching its way through them.

As she stood, her spike caused the remains of the Breakdown's valve, gestation chamber and metallic viscera to prolapsed leaving a tainted labyrinth of foul smelling ropes of partially digestible and indigestible circuits, cables and other effluvia between Airachnid and Breakdown. As her spike slowly lost its pressure and returned to its housing, the blades, spikes and hooks retracted causing the mass of purulent suppuration to fall to the ground with a very wet splatter.

Airachnid suddenly stiffened as she heard sounds of Dreadwing breaking free of his incarceration. She could hear the large Seeker yelling for Breakdown and tripping and catching his wings in the close scrub and pine trees. She gave Breakdown's remains a quick glance and smile, "It was fun, Muscles, but I must bid you adieu. Give Tailgate and Ciffjumper my regards when you meet them."

She quickly assumed her spider femme form and scuttled away into the shadows of the trees and mountains and the purple twilight of the setting sun.

Airachnid slowly withdrew from her memories. She focused he attention on Knock Out expecting horror and pain to be reverberating though the spark rape. Instead, she found minimal processor speeds and the erratic fluxing of a fractured spark. Knock Out was catatonic.

Airachnid growled and forcefully pulled her chest from Knock Out's chest plates. The abrupt separation of their sparks sent pain shooting through Airachnid. Knock Out stared into nothing with a gorgon's rictus frozen on his faceplates. His optics were flickering like a guttering candle flame.

Airachnid snarled and spat obscenities at the vain medic, and in a fit of pique ran her talons down his faceplates, the only place not scratched or dented on him. The deep gouges lifted paint and left weeping wounds, but the medic continued to hang limply from his webbed arms.

While Airachnid raged, she knew Knock Out would live this day, if you could call catatonia living. She would have loved to offline the medic, but there was little point in torturing or killing a mech who could not scream, curse and beg.

"You are weak, Knock Out. No fun at all." Airachnid said as she summoned a worker Insecticon drone.

The drone buzzed and hovered at the entrance to the cell waiting commands from the spider. Airachnid yanked Knock Out off the wall and threw him at the worker. The worker missed the toss and Knock Out went spinning through the air to bounce off the walls of the hive tumbling to the floor. Still, Knock Out made no movements or sounds, but lay in a heap like a broken, forgotten doll.

"Take the garbage out." Airachnid said simply as she turned to scuttle down the cell to the nursery to take care of the recently hatched larvae and eggs.

The Insecticon drone turned its attention to the crumpled heap that made Knock Out. It twitched its mandibles as it observed the life force still in the mech, but was confused at his lack of awareness. It maneuvered itself to the floor and gathered Knock Out up in its many legs and scuttled out of the hive. It crept for many miles using underground tunnels that had been hollowed out in eons past when they first made their home in the bowels of this organic planet. The tunnels eventually opened to a fast paced underground river.

The drone threw Knock Out into the river and watched the Decepticon medic as he was pulled downstream and into the sides of the mountain to be washed away and eventually out into the open rivers that meandered around the mountain range.

Dreadwing was in his quarters reading absently reading a data pad when his lord commed him.

"Soundwave has picked up on Knock Out's life signal. Coordinate with Soundwave to retrieve our wayward medic." Megatron said.

"As you wish, my lord." Dreadwing rose from his berth and met Soundwave at the ground bridge. Soundwave data burst the coordinates of the life signal and silently opened the ground bridge.

Dreadwing silently stepped through the ground bridge.

_A/N: The disturbing images that poured forth from Airachnid in this final chapter are based wholly in fact. For me, it is even more disquieting because these ideas are based in fact not dredged up from the cesspool of the mind. _

_Sexual Cannibalism and Traumatic Insemination are well documented in insects and arachnids and their kin. The majority of arachnids and their kin subsist totally on liquids. They are physically incapable of consuming solids. They paralyze their prey and then inject digestive enzymes that liquefy the prey from the inside out. They then drink the liquids. What are usually left are products of the prey that cannot be easily broken down…chitin, bone, etc._

_Also, Breakdown's physical response is totally based in fact. It is a common myth that a male's reproductive system only reacts to desire. Physical trauma and emotional extremes can cause an erection and release without desire. It is very possible for a male to be raped by a male or a female and have a physical response that is wholly without desire or pleasure. Due to that common misperception, a male often questions his sexuality and inherent self image if his body responds during an assault. Also, that response is used by male and female sexual predators as "proof" of acceptance or desire, or in the case of male on male sexual assault proof of sexual orientation._

_The end is abrupt and inconclusive on purpose. I will not be writing a follow up to this. What happens to Knock Out is left up to the imaginations of the reader._


End file.
